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December 2016

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The Men's Wearhouse announced that it has proposed to acquire all of the outstanding shares of Jos. A. Bank Clothiers common stock for $55.00 per share in cash, representing an implied enterprise value of approximately $1.2 billion.

The Men's Wearhouse proposal represents a 45% premium over Jos. A. Bank's unaffected enterprise value and a 32% premium over Jos. A. Bank's closing share price on October 8, 2013, the day prior to the public announcement of Jos. A. Bank's proposal to acquire Men's Wearhouse.

The transaction represents a 9.1x enterprise value to last twelve months ("LTM") Adjusted EBITDA multiple (assuming $133 million of LTM Adjusted EBITDA as of August 3, 2013), a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse. Men's Wearhouse intends to finance the transaction with a combination of balance sheet cash and debt financing.

"Following Jos. A. Bank's unsolicited public proposal to acquire Men's Wearhouse, our Board of Directors evaluated a number of alternatives to deliver value to our shareholders," said Bill Sechrest, Lead Director of the Board of Men's Wearhouse.

"After a thorough review, our Board concluded that an acquisition of Jos. A. Bank by Men's Wearhouse has strategic logic and the potential to deliver substantial benefits to our respective shareholders, employees and customers. In reaching our determination, we considered a number of factors including Men's Wearhouse's advantage in scale, growth and performance, long history as a prudent steward of capital, successful acquisition track record and experienced management team.

“We believe we are the right acquiror for this combination and that our experienced management team is best positioned to execute the integration of our companies and achieve the synergies that would result. We are ready to engage with the Jos. A. Bank's Board immediately."

“The transaction will be substantially accretive to Men's Wearhouse's earnings in year one, and the combined company will have a strong balance sheet with the operational flexibility to successfully execute on its strategic plan. Together, we can create the premier men's apparel retailer, with enhanced scale and a broader best-in-class offering for our valued customers, which we expect to drive significant shareholder value."